Prospectus

The European Securities and Markets Authority (ESMA), in its annual report on prospectus activity, reports that in 2018 the number of prospectus approvals across the European Economic Area (EEA) decreased by almost 5% compared to 2017 (from 3,567 to 3,390). This decrease in prospectus approvals follows a decade-long trend observed since the start of the financial crisis. 

Similar to in 2017 around 40% (1,357 out of 3,390) of the prospectuses approved in 2018 were in the form of base prospectuses and 91% were drawn up as single documents as opposed to tripartite prospectuses. Almost 74% (2,505) of prospectuses approved in 2018 related to non-equity securities with the most frequent security type being debt securities with a denomination of at least €100,000.

The number of EEA prospectuses passported to one or more host countries decreased by around 5% from 2017 to 2018 (from 860 to 817). As was the case in 2017 Germany and Luxembourg accounted for the majority of prospectuses passported to other EEA countries in 2018.

The purpose of making prospectus data available is to provide information about trends within the prospectus sphere in terms of general approval statistics and passporting activity; as well as trends concerning the structure of approved prospectuses and the types of securities they cover. ESMA has published reports on prospectus activity since 2007 and data reports published between 2011 and 2017 are available on ESMA’s website. Furthermore, the website provides access to ESMA’s Prospectus Register where stakeholders can search for additional detailed information in relation to prospectuses approved and passported within the EEA.

The European Securities and Markets Authority (ESMA) has issued today the official translations of its Guidelines on risk factors under the Prospectus Regulation.

National Competent Authorities (NCAs) to which these Guidelines apply must notify ESMA whether they comply or intend to comply with the Guidelines, within two months of the date of publication by ESMA of the Guidelines in all EU official languages.

Guidelines on risk factors under the Prospectus Regulation

BG  - Преводът е предоставен от Центъра за преводи за органите на Европейския съюз.

CS - Tento překlad vypracovalo Překladatelské středisko pro instituce Evropské unie.

DA - Denne oversættelse er udarbejdet af Oversættelsescentret for Den Europæiske Unions Organer.

DE - Die Übersetzung erfolgte durch das Übersetzungszentrum für die Einrichtungen der Europäischen Union.

EL - Η παρούσα μετάφραση έγινε από το Μεταφραστικό Κέντρο των Οργάνων της Ευρωπαϊκής Ένωσης.

ES - Texto traducido por el Centro de Traducción de los Órganos de la Unión Europea.

The European Securities and Markets Authority (ESMA), the EU’s securities markets’ regulator, has launched a public consultation concerning its draft Guidelines on disclosure requirements under the Prospectus Regulation (PR). 

 

ESMA is seeking stakeholders’ views on the draft Guidelines, whose purpose is to ensure that market participants have a uniform understanding of the relevant disclosure requirements and assist national competent authorities (NCAs) when they assess the completeness, comprehensibility and consistency of information in prospectuses.

Steven Maijoor, Chair, said:

“Prospectuses are an important source of information for investors in their decision-making about whether to invest in an issuer and its securities. Ensuring that prospectuses are comparable both across issuers and borders, is key to a level-playing field for capital raising in Europe.

“ESMA believes that the proposed Guidelines, which clarify the information to be included in prospectuses, will allow issuers to provide information to investors that is complete, comprehensible and consistent across the EU.”

The draft Guidelines cover topics, such as:

  • historical financial information;
  • interim financial information;
  • profit forecasts and estimates;
  • working capital statements; and
  • capitalisation and indebtedness.

The draft Guidelines, to enhance comparability with other financial information, clarify the content of the indebtedness statement. New guidance on working capital statements is provided to clarify how offerings should be considered when determining if an issuer can provide a clean working capital statement. Furthermore, ESMA provides specific guidance concerning working capital statements prepared by credit institutions and (re)insurance undertakings.

Next step

The consultation period closes on 4 October 2019. ESMA will use the feedback received to finalise the draft Guidelines.

Consultation on Draft Guidelines on disclosure requirements under the Prospectus Regulation

Responding to this paper

ESMA invites responses to the questions set out throughout this Consultation Paper. Responses are most helpful if they:

  • respond to the question stated;
  • contain a clear rationale; and
  • describe any alternatives ESMA should consider.

ESMA will consider all responses received by 4 October 2019.

Instructions

The European Securities and Markets Authority (ESMA) has today included twenty-five new Q&As relating to Regulation (EU) 2017/1129 (the ‘Prospectus Regulation’).

Three of these Q&As provide clarification on the following issues in relation to the Prospectus Regulation:

  • The application of Article 23(3) of the Prospectus Regulation in relation to issuers that qualify as financial intermediaries.
  • Continuing an offer which has initially been made using a base prospectus approved under the Prospectus Directive after the entry into application of the Prospectus Regulation.

Additionally, ESMA is publishing twenty-two Q&As that have been updated in relation to the Prospectus Regulation. These Q&As were originally published in relation to Directive 2003/71/EC (the ‘Prospectus Directive’).

ESMA has also decided not to update twenty-eight Q&As that were published in relation to the Prospectus Directive. These are Q&As 1, 2, 4, 8, 15, 22, 25, 30, 35, 37, 44, 45, 60, 62, 65, 70, 71, 73, 75, 80, 82, 86, 87, 88, 89, 90, 93, 101. These Q&As will not be carried over in relation to the Prospectus Regulation.

We will continue analysing the existing Q&As published in relation to the Prospectus Directive and will either update and carry them forward in the Q&A document relating to the Prospectus Regulation, or we will not carry them forward as is the case in the paragraph above. In effect, this means that these Q&As will not be published in relation to the Prospectus Regulation. For example, where the Prospectus Regulation sufficiently clarifies an issue or ESMA considers that the market is already aware of how a particular issue should be addressed then there is no need for further clarification.

ESMA will continue to publish the existing Q&As relating to the Prospectus Directive during the period in which prospectuses that have been approved under the Prospectus Directive may continue to be valid, which is until 21 July 2020. After this period, these Q&As will no longer apply.

The purpose of these Q&As is to promote common supervisory approaches and practices in the application of prospectus supervision. These Q&As are also intended to facilitate market parties by providing guidance as to how national competent authorities will interpret the Prospectus Regulation.

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